Company Merger Sub definition

Company Merger Sub means Passport Company Merger Sub, LLC, a Delaware limited liability company.

Company Merger Sub shall have the meaning given in the Recitals hereto.

Company Merger Sub has the meaning set forth in the recitals hereto.

Examples of Company Merger Sub in a sentence

• This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Company, Merger Sub and Parent.

• Each of Parent, the Company, Merger Sub, the Surviving Corporation and the Paying Agent, as applicable, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any other applicable federal, state, local or foreign Tax Law.

• No provision of this Agreement shall be construed to require the Company, Merger Sub, Parent or any of their respective officers, directors, Subsidiaries or Affiliates to take any action which would violate or conflict with any applicable law (whether statutory or common), rule or regulation.

• The changes in the exchange rate have resulted in an additional cost to the applicants (in terms solely of the principal debt, net of fees and interest) of RON 117 760 (CHF 27 664 at the current rate, and CHF 48 102 at the rate at the date the loan was granted).

• Notwithstanding the foregoing, none of Parent, the Company, Merger Sub, the Surviving Company or the Exchange Agent shall be liable to any holder of a Certificate or Book-Entry Share for any Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

More Definitions of Company Merger Sub

Company Merger Sub has the meaning set forth in the Preamble.

Company Merger Sub means Homer Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company.

Company Merger Sub means Rapid Merger Sub, LLC, a Delaware limited liability company.

Company Merger Sub means an indirect wholly owned Subsidiary of the Company to be formed as a Maryland limited liability company after the date hereof as provided in Section 7.19 of the Company Disclosure Schedule.

Company Merger Sub means MTech Company Merger Sub LLC, Colorado Limited Liability Company and a wholly owned subsidiary of MTech Holdings. “DGCL” means the Delaware General Corporation Law.

Company Merger Sub has the meaning set forth in the Recitals of this Agreement.

Company Merger Sub and together with Pubco, Purchaser and Purchaser Merger Sub, the “Purchaser Parties”), (v) MTech Sponsor LLC, a Florida limited liability company, in the capacity as the Purchaser Representative thereunder (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), (vi) the Company and (vii) Xxxxxxx Xxxxxxxxxxx (as successor to Xxxxxx Xxxxxxxxxx), in the capacity as Seller Representative thereunder, pursuant to which, subject to the terms and conditions thereof, among other matters, (a) Purchaser Merger Sub will merge with and into Purchaser, with Purchaser continuing as the surviving entity (the “Purchaser Merger”), and with security holders of Purchaser receiving substantially equivalent securities of Pubco, and (b) Company Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Company Merger”, and together with the Purchaser Merger, the “Mergers” and, collectively with the other transactions contemplated by the Merger Agreement, the “Transactions”), and with equity holders of the Company, including Seller, receiving shares of common stock of Pubco, and as a result of which Mergers, among other matters, Purchaser and the Company will become wholly-owned subsidiaries of Pubco and Pubco will become a publicly traded company, all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the DGCL and the Colorado Act;